false0001451809SITIME Corp00014518092023-08-022023-08-02

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 02, 2023

 

 

SiTime Corporation

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-39135	02-0713868
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
5451 Patrick Henry Drive
Santa Clara, California				95054
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (408) 328-4400

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		SITM		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

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Item 2.02 Results of Operations and Financial Condition.

On August 2, 2023, the Company issued a press release announcing its financial results for the second quarter of 2023. A copy of the press release is furnished as Exhibit 99.1 to this report.

 

The information under Item 2.02 of this report, including Exhibit 99.1 hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information and the accompanying exhibit shall not be incorporated by reference into filings with the U.S. Securities and Exchange Commission (the "SEC") made by the Company, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

d)	Exhibits.

Exhibit No.		Description
99.1		Press Release of SiTime Corporation dated August 2, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			SiTime Corporation
Date:	August 2, 2023	By:	/s/ Arthur D. Chadwick
			Arthur D. Chadwick Executive Vice President and Chief Financial Officer

 

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Exhibit 99.1

 

SiTime Reports Second Quarter 2023 Financial Results

 

SANTA CLARA, Calif., August 2, 2023 – SiTime Corporation, (Nasdaq: SITM), the precision timing company, today announced financial results for the second quarter ended June 30, 2023.

Net revenue in the second quarter of 2023 was $27.7 million, a 27.7% decrease from the $38.3 million in the first quarter of 2023.

 

Generally Accepted Accounting Principles (GAAP) Results

In the second quarter of 2023, GAAP gross margins were $15.4 million, or 55.7% of revenue, GAAP operating expenses were $47.8 million, GAAP loss from operations was $32.4 million, and GAAP net loss was $25.9 million, or $1.17 per basic share.

Total cash and cash equivalents were $30.4 million and short-term investments were $544.3 million on June 30, 2023.

Non-GAAP Results

This press release and its attachments include certain non-GAAP supplemental performance measures. The presentation of this financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP.

In the second quarter of 2023, non-GAAP gross margins were $16.2 million, or 58.2% of revenue, non-GAAP operating expenses were $27.4 million, non-GAAP loss from operations was $11.2 million and non-GAAP net loss was $4.8 million, or $0.22 per diluted share.

The reconciliation between GAAP and non-GAAP financial results is provided in the financial statements portion of this release.

SiTime believes that the presentation of non-GAAP financial measures provides important supplemental information to management and investors regarding financial and business trends relating to SiTime’s financial condition and results of operations. SiTime believes that these non-GAAP financial measures provide additional insight into SiTime’s ongoing performance and core operational activities and has chosen to provide these measures for more consistent and meaningful comparison between periods. These measures should only be used to evaluate SiTime’s results of operations in conjunction with the corresponding GAAP measures. The non-GAAP financial measures exclude stock-based compensation.

 

Inducement Plan Grants

SiTime granted restricted stock unit awards (“RSUs”) on August 1, 2023 that were approved by the Compensation Committee of its Board of Directors under SiTime’s 2022 Inducement Award Plan, as a material inducement to employment to 6 newly hired non-executive individuals globally. The RSUs were approved in accordance with Nasdaq Listing Rule 5635(c)(4). The inducement grants consisted of an aggregate of 32,597 RSUs. One-fourth of the RSUs will vest on the first February 20, May 20, August 20, or November 20 falling in the one-year anniversary quarter of the applicable vesting start date, and then 1/16th of the RSUs vest in equal quarterly installments on each February 20, May 20, August 20, and November 20, thereafter, subject to each such employee’s continued service on each vesting date. The inducement grants are subject to the terms and conditions of award agreements covering the grants and SiTime’s 2022 Inducement Award Plan.

 

Conference Call

SiTime will broadcast the financial results for its second quarter of 2023 via conference call today, August 2, 2023, at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time). To join the conference call via phone, participants are required to complete the following registration form to receive a dial-in number and dedicated PIN for accessing the conference call. The conference call will also be available via a live audio webcast on the investor relations section of the SiTime website at investor.sitime.com. Please access the website at least a few minutes prior to the start of the call to download and install any necessary audio software. An archived webcast replay of the call will be available on the website.

 

 

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About SiTime

SiTime Corporation is the precision timing company. Our programmable solutions offer a rich feature set that enables customers to differentiate their products with higher performance, smaller size, lower power, and better reliability. With over 3 billion devices shipped, SiTime is changing the timing industry. For more information, visit www.sitime.com.

 

 

SiTime Corporation
Unaudited GAAP Condensed Consolidated Statements of Operations
		Three Months Ended
		June 30, 2023				March 31, 2023
		(in thousands, except per share data)
Revenue		$	27,728			$	38,343
Cost of revenue			12,290				15,302
Gross profit			15,438				23,041
Operating expenses:
Research and development			26,567				24,457
Selling, general and administrative			21,276				20,733
Total operating expenses			47,843				45,190
Loss from operations			(32,405	)			(22,149	)
Interest income			6,667				5,629
Other income (expense), net			(161	)			100
Loss before income taxes			(25,899	)			(16,420	)
Income tax benefit			(23	)			(70	)
Net loss		$	(25,922	)		$	(16,490	)
Net loss attributable to common stockholders and comprehensive loss		$	(25,922	)		$	(16,490	)
Net loss per share attributable to common stockholders, basic		$	(1.17	)		$	(0.76	)
Net loss per share attributable to common stockholders, diluted		$	(1.17	)		$	(0.76	)
Weighted-average shares used to compute basic net loss per share			22,074				21,794
Weighted-average shares used to compute diluted net loss per share			22,074				21,794

 

 

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SiTime Corporation Unaudited Reconciliation of Non-GAAP Adjustments
		Three Months Ended
		June 30, 2023				March 31, 2023
		(in thousands, except per share data)
Reconciliation of GAAP gross profit and margin to non-GAAP
Revenue		$	27,728			$	38,343
GAAP gross profit			15,438				23,041
GAAP gross margin			55.7	%			60.1	%
Stock-based compensation			713				639
Non-GAAP gross profit		$	16,151			$	23,680
Non-GAAP gross margin			58.2	%			61.8	%
Reconciliation of GAAP operating expenses to non-GAAP
GAAP research and development expenses			26,567				24,457
Stock-based compensation			(9,983	)			(8,031	)
Non-GAAP research and development expenses		$	16,584			$	16,426
GAAP sales, general and administrative expenses			21,276				20,733
Stock-based compensation			(10,464	)			(9,866	)
Non-GAAP sales, general and administrative expenses		$	10,812			$	10,867
Total Non-GAAP operating expenses		$	27,396			$	27,293
Reconciliation of GAAP loss from operations to non-GAAP loss from operations
GAAP loss from operations		$	(32,405	)		$	(22,149	)
Stock-based compensation			21,160				18,536
Non-GAAP loss from operations		$	(11,245	)		$	(3,613	)
Non-GAAP loss from operations as a percentage of revenue			(40.6	%)			(9.4	%)
Reconciliation of GAAP net loss to non-GAAP net income (loss)
GAAP net loss		$	(25,922	)		$	(16,490	)
Stock-based compensation			21,160				18,536
Non-GAAP net income (loss)		$	(4,762	)		$	2,046
Weighted-average shares used to compute diluted net income (loss) per share			22,074				21,794
GAAP net loss per share diluted		$	(1.17	)		$	(0.76	)
Non-GAAP adjustments detailed above			0.95				0.85
Non-GAAP net income (loss) per share diluted		$	(0.22	)		$	0.09

 

 

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SiTime Corporation Unaudited GAAP Condensed Consolidated Balance Sheets
		As of
		June 30, 2023				December 31, 2022
		(in thousands)
Assets:
Current assets:
Cash and cash equivalents		$	30,375			$	34,603
Short-term investments in held-to-maturity securities			544,299				529,494
Accounts receivable, net			15,769				41,229
Inventories			64,252				57,650
Prepaid expenses and other current assets			8,282				6,091
Total current assets			662,977				669,067
Property and equipment, net			56,295				58,772
Intangible assets, net			6,206				5,205
Right-of-use assets, net			9,549				10,848
Other assets			10,477				6,724
Total assets		$	745,504			$	750,616
Liabilities and Stockholders' Equity:
Current liabilities:
Accounts payable		$	9,762			$	14,881
Accrued expenses and other current liabilities			20,700				18,913
Total current liabilities			30,462				33,794
Lease liabilities			6,773				8,149
Other non-current liabilities			2				193
Total liabilities			37,237				42,136
Commitments and contingencies
Stockholders’ equity:
Common stock			2				2
Additional paid-in capital			758,542				716,343
Accumulated deficit			(50,277	)			(7,865	)
Total stockholders’ equity			708,267				708,480
Total liabilities and stockholders’ equity		$	745,504			$	750,616

 

 

Investor Relations Contacts:

 

Shelton Group

Leanne Sievers | Brett Perry

1-949-224-3874 | 1-214-272-0070

sheltonir@sheltongroup.com

 

SiTime Corporation

Art Chadwick

Chief Financial Officer

investor.relations@sitime.com

 

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